Before setting up your non-profit organisation, take the time to carefully prepare the key elements of your project:

• clearly state the organisation's objective: it must be clear because it will guide all future initiatives and activities of the non-profit organisation;
• before choosing a name, find out which names are already used by other organisations to avoid confusion or conflict;
• check the availability of the name you have chosen to ensure that it is free for use.

The articles of association are the founding document of your non-profit organisation. They must contain the following information:

• the organisation's name;
• its objective (its purpose and planned activities);
• the registered office;
• the composition and functioning of the management bodies;
• the conditions for members’ joining and leaving;
• the rules governing general meetings.

You can draw up the articles of association as a private deed (between the founders, in a simple deed to be registered) or as a notarial deed, depending on your preferences or requirements.

In addition, you can draw up internal rules to specify the day-to-day running of the non-profit organisation.

Once the articles of association have been drafted, the founding members must organise the first general meeting to set up the management bodies of the non-profit organisation:

• at this meeting, the founding members elect the organisation's board of directors;
• if the non-profit organisation has only 2 founding members, the board of directors may only have 2 directors;
• as soon as the organisation has 3 or more members, the board must consist of at least 3 directors.

The elected directors then appoint a chairperson, a secretary and a treasurer from among themselves and distribute the other tasks necessary for the proper functioning of the organisation.

The non-profit organisation acquires legal personality as soon as its articles of association are published in the Electronic Compendium of Companies and Associations (Recueil électronique des sociétés et associations - RESA).

The registered office of your non-profit organisation must be located in Luxembourg. Several options are available to you:

• at the home of one of the founding members or an active member of the organisation;
• in a communal building, subject to authorisation from the commune concerned; or
• in premises rented or acquired by the organisation.

Once the board of directors is in place and has been granted the necessary powers, it can proceed with the official procedures for registering the non-profit organisation:

• the board of directors can register the organisation and file its articles of association with the Trade and Companies Register (Registre de commerce et des sociétés - RCS). The costs associated with these procedures can be found on the official RCS website;
• once these formalities have been completed, the non-profit organisation is officially recognised as an autonomous legal entity. It may then act independently in its own name, represented by one or more directors, in accordance with the terms and conditions defined by the board;
• it is also mandatory to declare the beneficial owners of the organisation to the Register of Beneficial Owners (Registre des bénéficiaires effectifs - RBE), an specific directory in Luxembourg.

Sound financial management is essential to ensure the credibility and sustainability of your non-profit organisation.

It is based on key principles such as transparency, traceability and proper accounting.

Here are some best practices to follow:

• designate a treasurer: although not mandatory, this feature is highly recommended to ensure effective financial monitoring;
• establish clear financial management rules, for example by identifying a person responsible for financial matters;
• keep regular accounts appropriate to the size and activities of the organisation;
• regularly update the information contained in the Trade and Companies Register (RCS);
• also keep the data in the Register of Beneficial Owners (RBE) up to date;
• ensure that all actions and decisions comply with applicable regulations.

You can call on volunteers who are willing to help you run the organisation without asking for any remuneration.

In addition, you can hire staff in accordance with the rules of the Labour Code by concluding a formal employment contract.

Like any legal structure, a non-profit organisation can be dissolved under certain circumstances, either by court order or by the will of its members.

Legal dissolution may be ordered by the court at the request of a partner, a third party or the public prosecutor, particularly in the event of a breach of statutory obligations or the legislation in force.

Voluntary dissolution may be decided by the general meeting, provided that it is approved by two-thirds of the members present at the vote.

In both cases, the court appoints one or more liquidators to manage the closure of the organisation's activities and the distribution of its assets, if any.